Greensburg Title & Trust Co. v. Aspinwall-Delafield Co.

Citations

• 266 Pa. 160
• 109 A. 631
• 1920 Pa. LEXIS 527

Syllabus

<p>Corporations — Stock — Transfe 1 — Fraudulent issue of stock — Officers — N otice — Pleadings—Estoppel.</p> <p>1. Where the secretary of a corporation who is not prohibited from owning stock in the company, and whose signature under the by-laws is necessary to the certificate, of stock, offers such a certificate, made out in his own name, for sale or as a security for a loan, the person to whom it is offered, is not bound to make inquiry of other officers of the company as to its genuineness.</p> <p>2. In an action against a corporation for refusal to transfer a certificate of stock, the only way in which the plaintiff can reply to the allegation of the fraudulent issue of the stock, is by petting up an estoppel and claiming to recover whatever is due.</p> <p>3. It is not necessary to bring a separate action on the basis of the estoppel.</p>